Common use of Lease Obligations Clause in Contracts

Lease Obligations. As further security for the indebtedness secured hereby, Xxxxxxxxx has, concurrently herewith, executed and delivered to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee all of Grantor’s right, title and interest to the rents, issues and profits and any and all leases and the rights of management of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all of the terms and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagor.

Lease Obligations. As further security for the indebtedness secured hereby, Xxxxxxxxx has, concurrently herewith, executed and delivered to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee all of Grantor’s right, title and interest to the rents, issues and profits and any and all leases and the rights of management of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all of the terms and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the AssignmentAssignment except arising from the gross negligence or willful misconduct of Mortgagee; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx Mortgagor shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of MortgageeMortgagee which shall not be unreasonably withheld, conditioned or delayed, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagor.

Lease Obligations. As further security The Borrower shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any obligations as lessee: (a) for the indebtedness secured herebyrental or hire of real or personal property in connection with any sale and leaseback transaction, Xxxxxxxxx hasexcept: (i) the Borrower and its Subsidiaries may sell real property or equipment owned by the Borrower or any of its Subsidiaries on the Closing Date and simultaneously with such sale become liable with respect to any operating lease involving such property (each, concurrently herewithan "EXISTING PROPERTY SALE AND LEASEBACK TRANSACTION"), executed and delivered (ii) the Borrower and its Subsidiaries may sell real property which the Borrower or any of its Subsidiaries acquires after the Closing Date for the purpose of building a Restaurant which the Borrower or such Subsidiary intends to Mortgagee own and operate, and simultaneously with such sale become liable with respect to any operating lease involving such property if such sale and leaseback occurs on or before the Assignmentdate which is twelve (12) months after the date of acquisition by the Borrower or one of its Subsidiaries of such real property (each, wherein a "NEW PROPERTY SALE AND LEASEBACK TRANSACTION") PROVIDED, that: (1) an Affiliate of the Borrower or any of its Subsidiaries is not a party to any such Sale and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee all of Grantor’s right, title and interest Leaseback Transaction (except to the rents, issues extent that the Borrower or any of its Subsidiaries is the lessee); (2) the Administrative Agent is provided with fully executed documentation of each Sale and profits Leaseback Transaction on or prior to the closing date of such transaction; (3) no Default or Event of Default exists on the closing date of any Sale and any and all leases Leaseback Transaction or would result therefrom and the rights Borrower shall deliver to the Administrative Agent prior to the closing date of management such transaction an officer's certificate of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all chief financial officer of the terms Borrower certifying thereto; CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (4) the term of each such operating lease shall not be less than fifteen (15) years, PROVIDED, that the Borrower and provisions on its Subsidiaries may enter into Sale and Leaseback Transactions involving equipment in an amount not exceeding $5,000,000 in the landlord’s part to be performed and observed under any and all leases aggregate where the term of the Mortgaged Premises operating lease is less than fifteen (15) but greater than three (3) years; and (5) the aggregate amount of all property sold after the Closing Date pursuant to a Sale and that it will refrain from any action or inaction which would result Leaseback Transaction shall not exceed $25,000,000 in the termination by aggregate. (b) for the tenants thereunder rental or hire of other real or personal property of any such kind under leases or agreements to lease including Capitalized Leases except for leases (including Capitalized Leases) entered into for fair market value in the diminution ordinary course of business of the value thereof or of the rents, issues, profits Borrower and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagorits Subsidiaries.

Lease Obligations. As further security for the indebtedness secured hereby, Xxxxxxxxx Mortgagor has, concurrently herewith, executed and delivered to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx Mortgagor has assigned to Mortgagee all of Grantor’s right, title and interest to the rents, issues and profits and any and all leases and the rights of management of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx Mortgagor agrees that it will duly perform and observe all of the terms and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the AssignmentAssignment except in connection with the gross negligence or willful misconduct of the Mortgagee; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx Mortgagor shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum the Default Rate under the Note or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s Mortgagee which consent will shall not be required for any assignmentsunreasonably withheld, subleases conditioned or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagordelayed.

Lease Obligations. As further security for the indebtedness secured hereby, Xxxxxxxxx has, concurrently herewith, executed and delivered to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee all of Grantor’s right, title and interest (i) SCHEDULE 3.16(a)(i) to the rents, issues Disclosure Memorandum contains a true and profits and complete list of (A) all real property used or occupied by the Company or any and all leases and the rights of management of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and Subsidiary or otherwise in connection with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all of Business (the terms and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises"LEASED REAL PROPERTY"), and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and (B) of all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgageeleases, together with any amendments, letter agreements and assignments relating thereto (the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not"LEASES"), shall be so much additional indebtedness hereby securedwith respect to the Leased Real Property. (ii) Each Lease is legal, valid, binding and enforceable, and Xxxxxxxxx shall reimburse Mortgagee therefor on demandin full force and effect. Neither the Company nor any Subsidiary and, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion best knowledge of the Mortgaged Premises without Sellers, no other party is in default, breach or violation in any respect under any Lease or any lease superior to such Lease, and no event, to the prior written consent best knowledge of MortgageeSellers, nor will Mortgagor permit has occurred and is continuing that constitutes, or enter into with notice and/or the passage of time would constitute, a default, violation or breach in any sublease, assignment, modification, amendment respect under any Lease or termination of any prior approved lease or sublease without the prior written consent of Mortgageesuperior to such Lease; provided, however, that Mortgagee’s consent will not any warranties relating to any lease superior to the Leases of the Leased Real Property shall only be required for so far as the Sellers are liable to perform any assignments, subleases or other transfers that may be completed by Tenant obligations in such superior lease under the terms of the Leases of the Leased Real Property or so far as the Sellers have been given notice that there has been any default, breach or violation of any of the terms of any leases superior to the Leases of the Leased Real Property. (iii) Each Lease grants the tenant under the Lease the exclusive right to use and occupy the demised premises thereunder. The Company and each Subsidiary has good and valid title to the leasehold estate under each Lease to which it is a party, free and clear of all Encumbrances other than Permitted Encumbrances. The Company and each Subsidiary enjoys peaceful and undisturbed possession under its respective Leases of the Leased Real Property. (iv) There are no forfeiture or other similar proceedings pending or, to the best knowledge of Sellers, threatened affecting any portion of the Leased Real Property. There is no writ, injunction, decree, order, award, ruling, stipulation or judgment outstanding, nor any action, claim, suit or proceeding pending or, to the best knowledge of the Sellers, threatened relating to the ownership, lease, use, occupancy or operation by any Person of any Leased Real Property; provided, however, that this warranty is given on the basis that the Sellers have not been notified of any such matters relating to any lease superior to the Leases of the Leased Real Property, have made no specific enquiry relating to such matters affecting any such superior lease and shall not be obliged to make any such enquiry. (v) Except as hereinafter definedset forth on SCHEDULE 3.16(a)(v) without to the consent Disclosure Memorandum, the use and operation of Mortgagorthe Leased Real Property in the conduct of the Business does not violate in any Material respect any agreement to or of which the Company, any Subsidiary or any of their Affiliates is a party or is aware affecting the Leased Real Property. To the best knowledge of Sellers, there are no matters affecting the Leased Real Property which might curtail or interfere with the use of the Leased Real Property for the purposes for which it is used by the Company or any Subsidiary, as applicable. (vi) The Leased Real Property and the use thereof by the Company or any Subsidiary, as applicable, is in full compliance with all applicable building, zoning or planning, fire, water, health, environmental and other land use and similar Laws affecting the Leased Real Property. (vii) The Leased Real Property is in good operating condition and repair. (viii) The expenditure of substantial sums of money on the Leased Real Property by the Company or any Subsidiary is not anticipated or necessary in the near future. (ix) The title of each lessor under any Lease to grant each Lease has been investigated and found to be satisfactory in all respects. (x) Any Consent required from any superior lessor and any Consent required from any mortgagee of any superior title for the grant or assignment of any Lease and/or the execution of any works of any nature to the Leased Real Property subsequent to the grant of such Lease has been duly obtained.

Lease Obligations. As further security for the indebtedness secured hereby, Xxxxxxxxx Mortgagor has, concurrently herewith, executed and delivered to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx Mortgagor has assigned to Mortgagee all of Grantor’s right, title and interest to the rents, issues and profits and any and all leases and the rights of management of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx Mortgagor agrees that it will duly perform and observe all of the terms and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the AssignmentAssignment except in connection with the gross negligence or willful misconduct of the Mortgagee; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx Mortgagor shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum the Default Rate under the Note or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s Mortgagee which consent will shall not be required for any assignmentsunreasonably withheld, subleases conditioned or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagordelayed.

Lease Obligations. As further security The Borrower shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any obligations as lessee (a) for the indebtedness secured herebyrental or hire of real or personal property in connection with any sale and leaseback transaction, Xxxxxxxxx hasexcept (i) the Borrower and its Subsidiaries may sell real property or equipment owned by the Borrower or any of its Subsidiaries on the Second A&R Closing Date and simultaneously with such sale become liable with respect to any operating lease involving such property (each, concurrently herewithan "Existing Property Sale and Leaseback Transaction"), executed and delivered (ii) the Borrower and its Subsidiaries may sell real property which the Borrower or any of its Subsidiaries acquires after the Second A&R Closing Date for the purpose of building a Restaurant which the Borrower or such Subsidiary intends to Mortgagee own and operate, and simultaneously with such sale become liable with respect to any operating lease involving such property if such sale and leaseback occurs on or before the Assignmentdate which is twelve (12) months after the date of acquisition by the Borrower or one of its Subsidiaries of such real property (each, wherein a "New Property Sale and wherebyLeaseback Transaction"), among other thingsprovided that: (1) with respect to Existing Property Sale and Leaseback Transactions, Xxxxxxxxx has assigned the greater of (A) the aggregate proceeds of all such Existing Property Sale and Leaseback Transactions and (B) the aggregate fair market value of all such property sold and leased back pursuant to Mortgagee such Existing Property Sale and Leaseback Transactions by the Borrower and its Subsidiaries, does not exceed $205,000,000 on a consolidated basis; (2) with respect to New Property Sale and Leaseback Transactions, the greater of (A) the aggregate proceeds of all such New Property Sale and Leaseback Transactions by the Borrower and it Subsidiaries and (B) the aggregate fair market value of Grantor’s right, title all such property sold and interest leased back pursuant to such New Property Sale and Leaseback Transactions by the Borrower and its Subsidiaries does not exceed $15,000,000 in the aggregate in any fiscal year of the Borrower; (3) an Affiliate of the Borrower or any of its Subsidiaries is not a party to any Sale and Leaseback Transaction (except to the rents, issues extent that the Borrower or any of its Subsidiaries is the lessee); (4) the Agent is provided with fully executed documentation of each such Existing Property Sale and profits and any and all leases and Leaseback Transaction on or prior to the rights closing date of management such transaction; (5) no Default or Event of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all of the terms and provisions Default exists on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder closing date of any such leases Existing Property Sale and Leaseback Transaction or in would result therefrom and the diminution Borrower shall deliver to the Agent prior to the closing date of such transaction an officer's certificate of the value thereof or chief financial officer of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability Borrower certifying thereto; and (6) the term of landlord under any each such operating lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgageebe less than fifteen (15) years; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagor.or

Lease Obligations. As further security for Mortgagor shall perform and comply with all agreements, covenants, terms and conditions imposed upon or assumed by it as lessee under the indebtedness secured herebyLease. If Mortgagor shall fail to do so the Noteholder may, Xxxxxxxxx hasbut shall not be obligated to, concurrently herewithtake any action it deems necessary or desirable to prevent or to cure any default under the Lease. The Noteholder may rely upon any written notice of default received by them from the Lessor and may take any action to cure such default even though the existence of such default or the nature thereof is questioned or denied by Mortgagor. Mortgagor hereby expressly grants to the Noteholder, executed and delivered agrees that the Noteholder shall have, subject to Mortgagee the AssignmentFirst Mortgage, wherein the Senior Loan Documents and wherebyany Secured Working Capital Loan, among other things, Xxxxxxxxx has assigned to Mortgagee all of Grantor’s the absolute and immediate right, title to enter in and interest on the Property to such extent and as often as the Noteholder, in its sole discretion, deems reasonably necessary or desirable in order to prevent or cure any such defaults by Mortgagor. The Noteholder may pay such sums of money as it reasonably deems necessary in its sole discretion for any such purpose and Mortgagor agrees to pay to the rentsNoteholder, issues and profits and any and all leases and the rights of management of the Mortgaged Premisesimmediately upon demand, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all of the terms and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination such sums paid by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, Noteholder together with interest thereon from the date of such payment at a the annual default rate equal under the Note. All sums paid and extended by the Noteholder and the interest thereon shall be added to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paidObligations secured by the lien hereof. No such payment or performance made or taken by the Noteholder shall relieve Mortgagor from any default hereunder. Mortgagor shall not lease surrender the Leasehold, fail to renew the Lease, terminate or sublease any portion of cancel the Mortgaged Premises Lease, or modify or amend the Lease, either orally or in writing, without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of MortgagorNoteholder.

Lease Obligations. As further security for the indebtedness secured hereby, Xxxxxxxxx Grantor has, concurrently herewith, executed and delivered to Mortgagee Beneficiary the Assignment, wherein and whereby, among other things, Xxxxxxxxx Grantor has assigned to Mortgagee Beneficiary all of Grantor’s right, title and interest to the rents, issues and profits and any and all leases and the rights of management of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx Grantor agrees that it will duly perform and observe all of the terms and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee Beneficiary to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor Grantor shall and does hereby agree to indemnify and hold Mortgagee Beneficiary harmless from any and all liability, loss or damage which Mortgagee Beneficiary may or might incur under any lease of the Mortgaged Premises or by reason of the AssignmentAssignment except in connection with the gross negligence or willful misconduct of the Beneficiary; and any and all such liability, loss or damage incurred by MortgageeBeneficiary, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee Beneficiary in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx Grantor shall reimburse Mortgagee Beneficiary therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum the Default Rate under the Note or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor Grantor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of MortgageeBeneficiary, nor will Mortgagor Grantor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s Beneficiary which consent will shall not be required for any assignmentsunreasonably withheld, subleases conditioned or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagordelayed.

Lease Obligations. As (a) Mortgagor covenants and agrees to keep, observe and perform and to require all tenants of the Premises to keep, observe and perform all the covenants, agreements and provisions of any present or future Leases, including the Credit Leases described herein, of the Premises on their respective part to be kept, observed and performed. If Mortgagor shall neglect or refuse to so perform or fail to require such tenants to so perform, then State Farm may, at its option, itself perform and comply or require performance or compliance by such tenants with any such lease covenants, agreements and provisions. To the extent permitted by applicable law, any sums expended by State Farm in performance or compliance with such Leases or in enforcing performance or compliance with such Leases by the tenants, including reasonable costs and expenses and attorneys' fees actually incurred, shall be paid by Mortgagor upon demand with interest thereon at the Default Rate as defined in the Note and in the absence of such payment all such sums shall be deemed to be and become part of the Indebtedness secured by this Mortgage. (b) Mortgagor, as further security for the indebtedness secured herebypayment of Indebtedness, Xxxxxxxxx has, concurrently pursuant to this Mortgage and by separate Assignment of Rents and Leases of even date herewith, executed sold, transferred and delivered to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee State Farm, its successors and assigns, all of GrantorMortgagor’s right, title and interest interest, as landlord, in, to the rents, issues and profits and any and under certain leases demising all leases and the rights of management or a portion of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and together with the same effect Rents provided therein, including, without limitation, those lease or leases (the "Credit Leases") identified as if set forth herein at length. Xxxxxxxxx follows: August 18, 2005 Mortgagor Walgreen Co., an Illinois corporation Mortgagor expressly covenants and agrees that it will duly if Mortgagor, as landlord under the Credit Leases, fails to perform and observe all of the terms and provisions fulfill any term, covenant, condition or provision in said Credit Leases on the landlord’s its part to be performed or fulfilled, at the times and observed in the manner in the Credit Leases provided, or if Mortgagor suffers or permits to occur any breach or default under any the provisions of said Credit Leases, or if Mortgagor fails to fully protect, insure, preserve and all leases cause continued performance or fulfillment of the Mortgaged terms, covenants or provisions in said Credit Leases required to be performed or fulfilled by any tenant therein or if Mortgagor, without State Farm's prior written consent, permits or approves an assignment by any tenant under the Credit Leases or a subletting of all or any part of the Premises and that it will refrain from any action or inaction which would result demised in the termination by Credit Leases (except where the tenants Credit Lease grants the tenant thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed unconditional right to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease assign or sublease without Borrower's consent or approval and the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases subletting or other transfers that may be completed by Tenant under assignment is made in strict accordance with the terms of the Lease Credit Lease), then in any such event, at the option of State Farm, and without notice to the Mortgagor, such breach or default shall constitute an Event of Default hereunder and at the option of State Farm, all unpaid Indebtedness secured by this Mortgage shall, notwithstanding anything in the Note, this Mortgage or the other Loan Documents to the contrary, become due and payable as hereinafter defined) without the consent in case of Mortgagorother Events of Default.

Lease Obligations. As further security for (a) Mortgagor covenants and agrees to keep, observe and perform and to require all tenants of the indebtedness Premises to keep, observe and perform all the covenants, agreements and provisions of any present or future Leases, including the Credit Leases described herein, of the Premises on their respective part to be kept, observed and performed. If Mortgagor shall neglect or refuse to so perform or fail to require such tenants to so perform, then State Farm may, at its option, itself perform and comply or require performance or compliance by such tenants with any such lease covenants, agreements and provisions. To the extent permitted by applicable law, any sums expended by State Farm in performance or compliance with such Leases or in enforcing performance or compliance with such Leases by the tenants, including reasonable costs and expenses and attorneys' fees actually incurred, shall be paid by Mortgagor upon demand with interest thereon at the Default Rate as defined in the Note and in the absence of such payment all such sums shall be deemed to be and become part of the Indebtedness secured herebyby this Mortgage. (b) Mortgagor, Xxxxxxxxx has, concurrently pursuant to this Mortgage and by separate Absolute Assignment of Rents and Leases of even date herewith, executed sold, transferred and delivered to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee State Farm, its successors and assigns, all of GrantorMortgagor’s right, title and interest interest, as landlord, in, to the rents, issues and profits and any and under certain leases demising all leases and the rights of management or a portion of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and together with the same effect Rents provided therein, including, without limitation, those lease or leases (the "Credit Leases") identified as if set forth herein at length. Xxxxxxxxx follows: May 18, 2005 Mortgagor Walgreen Eastern Co., Inc., a New York corporation Mortgagor expressly covenants and agrees that it will duly if Mortgagor, as landlord under the Credit Leases, fails to perform and observe all of the terms and provisions fulfill any term, covenant, condition or provision in said Credit Leases on the landlord’s its part to be performed or fulfilled, at the times and observed in the manner in the Credit Leases provided, or if Mortgagor suffers or permits to occur any breach or default under any the provisions of said Credit Leases, or if Mortgagor fails to fully protect, insure, preserve and all leases cause continued performance or fulfillment of the Mortgaged terms, covenants or provisions in said Credit Leases required to be performed or fulfilled by any tenant therein or if Mortgagor, without State Farm's prior written consent, permits or approves an assignment by any tenant under the Credit Leases or a subletting of all or any part of the Premises and that it will refrain from any action or inaction which would result demised in the termination by Credit Leases (except where the tenants Credit Lease grants the tenant thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed unconditional right to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease assign or sublease without Borrower's consent or approval and the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases subletting or other transfers that may be completed by Tenant under assignment is made in strict accordance with the terms of the Lease Credit Lease), then in any such event, at the option of State Farm, and without notice to the Mortgagor, such breach or default shall constitute an Event of Default hereunder and at the option of State Farm, all unpaid Indebtedness secured by this Mortgage shall, notwithstanding anything in the Note, this Mortgage or the other Loan Documents to the contrary, become due and payable as hereinafter defined) without the consent in case of Mortgagorother Events of Default.

Lease Obligations. As further security for its full and faithful performance ----------------- of Tenant's monetary obligations under this Lease, Tenant shall deliver to Landlord concurrently with the indebtedness secured herebyexecution of this Lease, Xxxxxxxxx hasa clean, concurrently herewithirrevocable letter of credit in favor or Landlord in the principal amount of Two Hundred Fifty Thousand Dollars and No/l00 ($215,000.00) from a bank or other financial institution reasonably acceptable to Landlord (the "Letter of Credit"). In the ---------------- event that Tenant is in Monetary Default (as hereinafter defined in Section 8.1), executed and delivered then Landlord shall have the right to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee all of Grantor’s right, title and interest to the rents, issues and profits and any and all leases and the rights of management draw that portion of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with Letter of Credit necessary for the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all of the terms and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder payment of any such leases Rent in default or for any other sum which Landlord may expend or be required to expend by reason of Tenant's Monetary Default, including, without limitation, any verifiable damages related to such Monetary Default or deficiency in the diminution reletting of the value thereof Premises, whether such damages or deficiency may accrue before or after reentry by Landlord. It is expressly understood and agreed that the Letter of Credit is not an advance rental deposit or a measure of Landlord's damages in case of Tenant's default. Upon Landlord's draw of all or any part of the rentsLetter of Credit deposited as security hereunder, issues, profits and revenues thereunderTenant shall take such action with the issuing bank for the Letter of Credit as necessary to restore the Letter of Credit to its current amount. Nothing herein contained Any draw by Landlord under the Letter of Credit shall not be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or have cured Tenant's default by reason of which the Assignment; application is made, until such time as the current amount of the Letter of Credit is fully restored. Any sum of money drawn by Landlord under the Letter of Credit shall be credited against any sum of money Tenant owes Landlord which is due and payable. Actions by Landlord against Tenant for breach of this Lease shall in no way be limited to or restricted by the amount of the Letter of Credit and any draw under the Letter of Credit shall not waive any other rights or constitute an election of remedies which Landlord may have. If Tenant is not and all such liabilityhas not been in Monetary Default hereunder, loss or damage incurred by Mortgageeupon expiration of the second Lease Year, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense this Letter of any claims or demands therefor (whether successful or not), Credit shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal returned to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of MortgagorTenant.

Lease Obligations. As further security From and after delivery of Financial Statements for the indebtedness secured herebyFiscal Period ending June 20, Xxxxxxxxx has, concurrently herewith, executed and delivered to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee all of Grantor’s right, title and interest to the rents, issues and profits and any and all leases and the rights of management of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all of the terms and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less2011, the highest legal rate permitted under applicable law, until paid. Mortgagor Credit Parties shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment new lease obligations as lessee (a) for the rental or termination hire of real property in connection with any sale and leaseback transaction or (b) for the rental or hire of other real property of any prior approved kind under leases or agreements to lease having an original term of one year or sublease without more, unless on the prior written consent last day (the “Reference Day”) of Mortgageethe then most recently ended Fiscal Quarter (the “Reference Fiscal Quarter”) for which financial statements (the “Reference Financial Statements”) for the Fiscal Period which ends on the last day of such Fiscal Quarter have been delivered hereunder, the Effective Leverage Ratio was at or below 0.125:1.00 less than the maximum Effective Leverage Ratio permitted under Section 6.2 for such Reference Day; provided, howeverif the foregoing test was not satisfied for an applicable Reference Day, the Credit Parties may on any day (a “Lease Day”) still enter into one or more leases described in clauses (a) and (b) above during the period (the “Pro Forma Period”) from and including the date that Mortgagee’s consent will not be required the Reference Financial Statements were delivered pursuant to Section 4.1(b) until and including the date for any assignments, subleases or other transfers that may be completed by Tenant under which financial statements are delivered for the terms Fiscal Period which ends on the last day of the Fiscal Quarter immediately following the Reference Fiscal Quarter if after giving pro forma effect to any such lease (and all other leases entered into during the Pro Forma Period), the Effective Leverage Ratio as of the last day (an “ELR Day”) of the then most recent Fiscal Period for which financial statements have been delivered pursuant to Section 4.1(b) (the thirteen Fiscal Periods ending on the ELR Day, the “Rolling Period”) is at or below 0.125:1.00 less than the maximum Effective Leverage Ratio permitted under Section 6.2 for such Reference Day (and such pro forma calculation shall be made (i) substituting the outstanding principal balance of the Term Loan on the Lease Day for the principal balance of the Term Loan on the ELR Day, (ii) substituting the average daily balance of the Revolving Loans and Swing Loans for the immediately preceding 30 days prior to the Lease Day for the average daily balance of the Revolving Loans and Swing Loans for the immediately preceding 30 days prior to the ELR Day and (iii) assuming all leases entered into or contemplated to be entered into during the Pro Forma Period had been entered into as hereinafter defined) without of the consent first day of Mortgagorthe Rolling Period).

Lease Obligations. As further security The Borrower shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any obligations as lessee: (a) for the indebtedness secured herebyrental or hire of real or personal property in connection with any sale and leaseback transaction, Xxxxxxxxx hasexcept: (i) the Borrower and its Subsidiaries may sell real property or equipment owned by the Borrower or any of its Subsidiaries on the Closing Date and simultaneously with such sale become liable with respect to any operating lease involving such property (each, concurrently herewithan "EXISTING PROPERTY SALE AND LEASEBACK TRANSACTION"), executed and delivered (ii) the Borrower and its Subsidiaries may sell real property which the Borrower or any of its Subsidiaries acquires after the Closing Date for the purpose of building a Restaurant which the Borrower or such Subsidiary intends to Mortgagee own and operate, and simultaneously with such sale become liable with respect to any operating lease involving such property if such sale and leaseback occurs on or before the Assignmentdate which is twelve (12) months after the date of acquisition by the Borrower or one of its Subsidiaries of such real property (each, wherein a "NEW PROPERTY SALE AND LEASEBACK TRANSACTION") PROVIDED, that: (1) an Affiliate of the Borrower or any of its Subsidiaries is not a party to any such Sale and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee all of Grantor’s right, title and interest Leaseback Transaction (except to the rentsextent that the Borrower or any of its Subsidiaries is the lessee); (2) the Agent is provided with fully executed documentation of each Sale and Leaseback Transaction on or prior to the closing date of such transaction; (3) no Default or Event of Default exists on the closing date of any Sale and Leaseback Transaction or would result therefrom and CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT the Borrower shall deliver to the Agent prior to the closing date of such transaction an officer's certificate of the chief financial officer of the Borrower certifying thereto; (4) the term of each such operating lease shall not be less than fifteen (15) years, issues PROVIDED, that the Borrower and profits its Subsidiaries may enter into Sale and Leaseback Transactions involving equipment in an amount not exceeding $5,000,000 in the aggregate where the term of the operating lease is less than fifteen (15) but greater than three (3) years; (5) the aggregate amount of all property sold after the Closing Date pursuant to a Sale and Leaseback Transaction shall not exceed $25,000,000 in the aggregate; and (6) concurrently with any Sale and all leases Leaseback Transaction involving Real Estate Collateral, the Borrower or such Subsidiary shall, (i) in substitution for the real property sold, pledge additional fee owned real property of the Borrower or such Subsidiary to the Agent for the benefit of the Lenders with a fair market value at least equal to the then fair market value of the real property sold, as determined by an appraisal performed at the time of such sale which is satisfactory to the Agent and prepared by a firm satisfactory to the Agent and (ii) deliver to the Agent Mortgages and such title insurance policies, surveys and appraisals with respect to such substitution property and the rights leasehold interest created as the Agent may reasonably request, together such agreements, documents and instruments as the Agent shall request to create, perfect, establish the first priority nature of management or otherwise protect any Lien purported to be created in favor of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully Agent in the substitution property and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all leasehold interest; CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (b) for the rental or hire of other real or personal property of any kind under leases or agreements to lease including Capitalized Leases except for leases (including Capitalized Leases) entered into for fair market value in the ordinary course of business of the terms Borrower and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagorits Subsidiaries.

Lease Obligations. As further security for the indebtedness secured hereby, Xxxxxxxxx has, concurrently herewith, executed and delivered to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee all of GrantorMortgagor’s right, title and interest to the rents, issues and profits and any and all leases and the rights of management of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all of the terms and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagor.

Lease Obligations. As (a) Mortgagor covenants and agrees to keep, observe and perform and to require all tenants of the Premises to keep, observe and perform all the covenants, agreements and provisions of any present or future Leases, including the Credit Leases described herein, of the Premises on their respective part to be kept, observed and performed. If Mortgagor shall neglect or refuse to so perform or fail to require such tenants to so perform, then State Farm may, at its option, itself perform and comply or require performance or compliance by such tenants with any such lease covenants, agreements and provisions. Any sums expended by State Farm in performance or compliance with such Leases or in enforcing performance or compliance with such Leases by the tenants, including costs and expenses and reasonable attorneys' fees, shall be paid by Mortgagor upon demand with interest thereon at the Default Rate as defined in the Note and in the absence of such payment all such sums shall be deemed to be and become part of the Indebtedness secured by this Mortgage. (b) Mortgagor, as further security for the indebtedness secured herebypayment of the Indebtedness, Xxxxxxxxx has, concurrently pursuant to this Mortgage and by separate Assignment of Rents and Leases of even date herewith, executed sold, transferred and delivered to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee State Farm, its successors and assigns, all of Grantor’s Mortgagor's right, title and interest interest, as landlord, in, to the rents, issues and profits and any and under certain leases demising all leases and the rights of management or a portion of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and together with the same effect Rents provided therein, said lease or leases (the "Credit Leases") being identified as if set forth herein at lengthfollows: Date of Lease Landlord Tenant NOTE: THERE ARE NO CREDIT LEASES, AS DEFINED HEREIN. Xxxxxxxxx Mortgagor expressly covenants and agrees that it will duly if Mortgagor, as landlord under the Credit Leases, fails to perform and observe all of the terms and provisions fulfill any term, covenant, condition or provision in said Credit Leases on the landlord’s its part to be performed or fulfilled, at the times and observed in the manner in the Credit Leases provided, or if Mortgagor suffers or permits to occur any breach or default under any the provisions of said Credit Leases, or if Mortgagor fails to fully protect, insure, preserve and all leases cause continued performance or fulfillment of the Mortgaged terms, covenants or provisions in said Credit Leases required to be performed or fulfilled by any tenant therein or if Mortgagor, without State Farm's prior written consent, permits or approves an assignment by any tenant under the Credit Leases or a subletting of all or any part of the Premises and that it will refrain from any action or inaction which would result demised in the termination by the tenants thereunder of Credit Leases, then in any such leases event, at the option of State Farm, and without notice to the Mortgagor, such breach or default shall constitute an Event of Default hereunder and at the option of State Farm, all unpaid Indebtedness secured by this Mortgage shall, notwithstanding anything in the diminution Note, this Mortgage or the other Loan Documents to the contrary, become due and payable as in case of the value thereof or other Events of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of MortgagorDefault.

Lease Obligations. As further security (a) The Borrower shall not create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any obligations as lessee (i) for the indebtedness secured herebyrental or hire of real or personal property in connection with any sale and leaseback transaction or (ii) for the rental or hire of real property of any kind under other leases or agreements to lease having an original term of one year or more, Xxxxxxxxx has, concurrently herewith, executed and delivered to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee all of Grantor’s right, title and interest to the rents, issues and profits and any and all except for (A) leases and the rights of management of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all of the terms and provisions existing on the landlord’s part Closing Date and disclosed on Schedule 4.22(b) (including any renewal, extension or amendment thereof) and (B) leases entered into by the Borrower or its Subsidiaries in the ordinary course of business in a manner and to be performed and observed under any and an extent consistent with past practice; PROVIDED, HOWEVER, that the base rent per annum for all leases of the Mortgaged Premises Borrower and its Subsidiaries shall not exceed $9,000,000 for any Fiscal Year; PROVIDED, FURTHER, that it will refrain from none of the provisions of this Section 7.3(a) shall apply to the programming agreements of the Borrower or any action of its Subsidiaries. (b) The Borrower shall not, and shall not permit any of its Subsidiaries to, become or inaction which would result in the termination by the tenants thereunder remain liable as lessee or guarantor or other surety with respect to any lease, whether an operating lease or a Capitalized Lease, of any property (whether real or personal or mixed), whether now owned or hereafter acquired, which (i) the Borrower or any of its Subsidiaries has sold or transferred or is to sell or transfer to any other Person or (ii) the Borrower or any of its Subsidiaries intends to use for substantially the same purposes as any other property which has been or is to be sold or transferred by that entity to any other Person in connection with such lease; PROVIDED, HOWEVER, that the Borrower and its Subsidiaries may become so liable with respect to such leases or in to the diminution of extent that the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge obligations thereunder do not exceed $100,000 at any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagorone time.

Lease Obligations. As further security for Mortgagor shall perform and comply with all agreements, covenants, terms and conditions imposed upon or assumed by it as lessee under the indebtedness secured herebyLease. If Mortgagor shall fail to do so, Xxxxxxxxx hasLender may, concurrently herewithbut shall not be obligated to, executed take any action it deems necessary or desirable to prevent or to cure any default under the Lease. Lender may rely upon any written notice of default received by it from the Lessor and delivered may take any action to Mortgagee cure such default even though the Assignmentexistence of such default or the nature thereof is questioned or denied by Mortgagor. Mortgagor hereby expressly grants to Lender, wherein and wherebyagrees that Lender shall have, among other things, Xxxxxxxxx has assigned to Mortgagee all of Grantor’s the absolute and immediate right, title to enter in and interest on the Property to the rentssuch extent and as often as Lender, issues in its sole discretion, deems reasonably necessary or desirable in order to prevent or cure any such defaults by Mortgagor. Lender may pay such sums of money as it reasonably deems necessary in its sole discretion for any such purpose and profits and any and all leases and the rights of management of the Mortgaged PremisesMortgagor agrees to pay to Lender, immediately upon demand, all as therein more specifically set forth, which Assignment is hereby incorporated herein such sums paid by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all of the terms and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, Lender together with interest thereon from the date of such payment at a the annual default rate equal under the Notes. All sums paid and extended by Lender and the interest thereon shall be added to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paidObligations secured by the lien hereof. No such payment or performance made or taken by Lender shall relieve Mortgagor from any default hereunder. Mortgagor shall not lease surrender the Leasehold, fail to renew the Lease, terminate or sublease any portion of cancel the Mortgaged Premises Lease, or modify or amend the Lease, either orally or in writing, without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of MortgagorLender.

Lease Obligations. As further security The Borrower shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any obligations as lessee: (a) for the indebtedness secured herebyrental or hire of real or personal property in connection with any sale and leaseback transaction, Xxxxxxxxx hasexcept: (i) the Borrower and its Subsidiaries may sell real property or equipment owned by the Borrower or any of its Subsidiaries on the Closing Date and simultaneously with such sale become liable with respect to any operating lease involving such property (each, concurrently herewithan "EXISTING PROPERTY SALE AND LEASEBACK TRANSACTION"), executed and delivered (ii) the Borrower and its Subsidiaries may sell real property which the Borrower or any of its Subsidiaries acquires after the Closing Date for the purpose of building a Restaurant which the Borrower or such Subsidiary intends to Mortgagee own and operate, and simultaneously with such sale become liable with respect to any operating lease involving such property if such sale and leaseback occurs on or before the Assignmentdate which is twelve (12) months after the date of acquisition by the Borrower or one of its Subsidiaries of such real property (each, wherein a "NEW PROPERTY SALE AND LEASEBACK TRANSACTION") PROVIDED, that: (1) an Affiliate of the Borrower or any of its Subsidiaries is not a party to any such Sale and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee all of Grantor’s right, title and interest Leaseback Transaction (except to the rents, issues extent that the Borrower or any of its Subsidiaries is the lessee); CKE FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (2) the Agent is provided with fully executed documentation of each Sale and profits Leaseback Transaction on or prior to the closing date of such transaction; (3) no Default or Event of Default exists on the closing date of any Sale and any and all leases Leaseback Transaction or would result therefrom and the rights Borrower shall deliver to the Agent prior to the closing date of management such transaction an officer's certificate of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all chief financial officer of the terms Borrower certifying thereto; (4) the term of each such operating lease shall not be less than fifteen (15) years, PROVIDED, that the Borrower and provisions on its Subsidiaries may enter into Sale and Leaseback Transactions involving equipment in an amount not exceeding $5,000,000 in the landlord’s part aggregate where the term of the operating lease is less than fifteen (15) but greater than three (3) years; (5) the aggregate amount of all property sold after the Closing Date pursuant to a Sale and Leaseback Transaction shall not exceed $25,000,000 in the aggregate; and (6) concurrently with any Sale and Leaseback Transaction involving Real Estate Collateral, the Borrower or such Subsidiary shall, (i) in substitution for the real property sold, pledge additional fee owned real property of the Borrower or such Subsidiary to the Agent for the benefit of the Lenders with a fair market value at least equal to the then fair market value of the real property sold, as determined by an appraisal performed at the time of such sale which is satisfactory to the Agent and prepared by a firm satisfactory to the Agent and (ii) deliver to the Agent Mortgages and such title insurance policies, surveys and appraisals with respect to such substitution property and the leasehold interest created as the Agent may reasonably request, together such agreements, documents and instruments as the Agent shall request to create, perfect, establish the first priority nature of or otherwise protect any Lien purported to be performed and observed under any and all leases created in favor of the Mortgaged Premises and that it will refrain from any action or inaction which would result Agent in the termination by substitution property and the tenants thereunder leasehold interest; (b) for the rental or hire of other real or personal property of any such kind under leases or agreements to lease including Capitalized Leases except for leases (including Capitalized Leases) entered into for fair market value in the diminution ordinary course of business of the value thereof or of the rents, issues, profits Borrower and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagorits Subsidiaries.

Lease Obligations. As further security On the date hereof the Company is leasing space in ----------------- Cedar Falls, Iowa, pursuant to an oral arrangement from an affiliate of the Stockholders. On the Closing, the Stockholders shall cause the oral lease to be cancelled and the Company shall enter into a lease for reconfigured space in the building at 000 Xxxxxxx, Xxxxx Xxxxx, Xxxx, owned by an affiliate of the Stockholders and an option to purchase the building, both in the form attached hereto as Exhibit B (the "New Lease") and pursuant to the terms set forth therein. The Company shall commence paying rent under the New Lease as of the Closing Date but the Company shall have the right to continue to occupy the space used by the Company as of the date of this Agreement for a period of 90 days from the Closing Date without paying rent therefor other than the rent provided for in the New Lease. All costs of reconfiguring the space for the indebtedness secured hereby, Xxxxxxxxx has, concurrently herewith, executed Company and delivered all costs of moving shall be borne by the Company subject to Mortgagee the Assignment, wherein and whereby, among allowance provided by the landlord in the New Lease. The only other things, Xxxxxxxxx has space used by the Company is space in Olympia Fields leased to OCI pursuant to the lease attached in Schedule 3.10(b) (the "Olympia Fields Lease"). The Olympia --------------- Fields Lease shall be assigned to Mortgagee all of Grantor’s rightthe Company on or before the Closing, title and interest the Stockholders shall secure the lessor's consent to such assignment. As to the rentsOlympia Fields Lease: (i) Neither the lessor nor the Company or OCI, issues and profits and as tenant, is in default under the Olympia Fields Lease. The lessor has not made a claim of default by the Company under the Olympia Fields Lease, nor does there exist any condition which, with the passage of time or the giving of notice, would constitute such a default. The Stockholders shall cause the Company to promptly deliver to the Purchaser copies of any notices hereafter received by the Company from any lessor relating to the Olympia Fields Lease. (ii) Any and all leases and the rights of management of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all of the terms and provisions on the landlord’s part work to be performed by the lessor or the Company or OCI under the Olympia Fields Lease has been completed and observed the Company or OCI and/or the lessor have fully paid for the work. There are no outstanding and unpaid leasing commissions due to any broker and no leasing commissions which may accrue to any broker under any agreement relating to the extension of any lease term from or the exercise of any option relative to the Olympia Fields Lease. (iii) There are no unexpired rent concessions under the Olympia Fields Lease, and there are no rights, options to extend or purchase options under the Olympia Fields Lease. (iv) There are no security deposits under the Olympia Fields Lease. (v) The Olympia Fields Lease is a valid and binding lease and the Company's interest thereunder is held free and clear of all leases mortgages, options, liens, charges, easements, agreements, claims, restrictions or other encumbrances of any kind or nature whatsoever other then liens for current taxes imposed by operation of law in the ordinary course of the Mortgaged Premises Company's business and that it the lien securing the obligations of OCI and ANB which will refrain from any action or inaction which would result in the termination by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest released at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of MortgagorClosing.

Lease Obligations. As further security The Borrower shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any obligations as lessee (a) for the indebtedness secured herebyrental or hire of real or personal property in connection with any sale and leaseback transaction, Xxxxxxxxx hasexcept (i) the Borrower and its Subsidiaries may sell real property or equipment owned by the Borrower or any of its Subsidiaries on the Closing Date and simultaneously with such sale become liable with respect to any operating lease involving such property (each, concurrently herewithan "Existing Property Sale and Leaseback Transaction"), executed and delivered (ii) the Borrower and its Subsidiaries may sell real property which the Borrower or any of its Subsidiaries acquires after the Closing Date for the purpose of building a Restaurant which the Borrower or such Subsidiary intends to Mortgagee own and operate, and simultaneously with such sale become liable with respect to any operating lease involving such property if such sale and leaseback occurs on or before the Assignmentdate which is twelve (12) months after the date of acquisition by the Borrower or one of its Subsidiaries of such real property (each, wherein a "New Property Sale and wherebyLeaseback Transaction"), among other thingsprovided that: (1) with respect to Existing Property Sale and Leaseback Transactions, Xxxxxxxxx has assigned the greater of (A) the aggregate proceeds of all such Existing Property Sale and Leaseback Transactions and (B) the aggregate fair market value of all such property sold and leased back pursuant to Mortgagee such Existing Property Sale and Leaseback Transactions by the Borrower and its Subsidiaries, does not exceed $205,000,000 on a consolidated basis; (2) with respect to New Property Sale and Leaseback Transactions, the greater of (A) the aggregate proceeds of all such New Property Sale and Leaseback Transactions by the Borrower and it Subsidiaries and (B) the aggregate fair market value of Grantor’s right, title all such property sold and interest leased back pursuant to such New Property Sale and Leaseback Transactions by the Borrower and its Subsidiaries does not exceed $15,000,000 in the aggregate in any fiscal year of the Borrower; (3) an Affiliate of the Borrower or any of its Subsidiaries is not a party to any Sale and Leaseback Transaction (except to the rents, issues extent that the Borrower or any of its Subsidiaries is the lessee); (4) the Agent is provided with fully executed documentation of each such Existing Property Sale and profits and any and all leases and Leaseback Transaction on or prior to the rights closing date of management such transaction; (5) no Default or Event of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all of the terms and provisions Default exists on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder closing date of any such leases Existing Property Sale and Leaseback Transaction or in would result therefrom and the diminution Borrower shall deliver to the Agent prior to the closing date of such transaction an officer's certificate of the value thereof or chief financial officer of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability Borrower certifying thereto; and (6) the term of landlord under any each such operating lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgageebe less than fifteen (15) years; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagor.or

Lease Obligations. As further security The Borrower shall not, and shall not ----------------- permit any of its Subsidiaries to, create, incur, assume or suffer to exist any obligations as lessee: (a) for the indebtedness secured herebyrental or hire of real or personal property in connection with any sale and leaseback transaction, Xxxxxxxxx hasexcept: (i) the Borrower and its Subsidiaries may sell real property or equipment owned by the Borrower or any of its Subsidiaries on the Closing Date and simultaneously with such sale become liable with respect to any operating lease involving such property (each, concurrently herewithan "Existing Property Sale and Leaseback Transaction"), executed and delivered (ii) the Borrower and its Subsidiaries may sell real property which the Borrower or any of its Subsidiaries acquires after the Closing Date for the purpose of building a Restaurant which the Borrower or such Subsidiary intends to Mortgagee own and operate, and simultaneously with such sale become liable with respect to any operating lease involving such property if such sale and leaseback occurs on or before the Assignmentdate which is twelve (12) months after the date of acquisition by the Borrower or one of its Subsidiaries of such real property (each, wherein a "New Property Sale and wherebyLeaseback Transaction") provided, among other things, Xxxxxxxxx has assigned that: (1) an Affiliate of the Borrower or any of its Subsidiaries is not a party to Mortgagee all of Grantor’s right, title any such Sale and interest Leaseback Transaction (except to the rents, issues extent that the Borrower or any of its Subsidiaries is the lessee); (2) the Agent is provided with fully executed documentation of each Sale and profits Leaseback Transaction on or prior to the closing date of such transaction; (3) no Default or Event of Default exists on the closing date of any Sale and any and all leases Leaseback Transaction or would result therefrom and the rights Borrower shall deliver to the Agent prior to the closing date of management such transaction an officer's certificate of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly perform and observe all chief financial officer of the terms Borrower certifying thereto; (4) the term of each such operating lease shall not be less than fifteen (15) years, provided, that the Borrower and provisions on its Subsidiaries may enter into Sale and Leaseback Transactions involving equipment in an amount not exceeding $5,000,000 in the landlord’s part aggregate where the term of the operating lease is less than fifteen (15) but greater than three (3) years; (5) the aggregate amount of all property sold after the Closing Date pursuant to a Sale and Leaseback Transaction shall not exceed $25,000,000 in the aggregate; and (6) concurrently with any Sale and Leaseback Transaction involving Real Estate Collateral, the Borrower or such Subsidiary shall, (i) in substitution for the real property sold, pledge additional fee owned real property of the Borrower or such Subsidiary to the Agent for the benefit of the Lenders with a fair market value at least equal to the then fair market value of the real property sold, as determined by an appraisal performed at the time of such sale which is satisfactory to the Agent and prepared by a firm satisfactory to the Agent and (ii) deliver to the Agent Mortgages and such title insurance policies, surveys and appraisals with respect to such substitution property and the leasehold interest created as the Agent may reasonably request, together such agreements, documents and instruments as the Agent shall request to create, perfect, establish the first priority nature of or otherwise protect any Lien purported to be performed and observed under any and all leases created in favor of the Mortgaged Premises and that it will refrain from any action or inaction which would result Agent in the termination by substitution property and the tenants thereunder leasehold interest; (b) for the rental or hire of other real or personal property of any such kind under leases or agreements to lease including Capitalized Leases except for leases (including Capitalized Leases) entered into for fair market value in the diminution ordinary course of business of the value thereof or of the rents, issues, profits Borrower and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant under the terms of the Lease as hereinafter defined) without the consent of Mortgagorits Subsidiaries.

Lease Obligations. As further security for the indebtedness secured herebyMortgagor covenants that, Xxxxxxxxx has, concurrently herewith, executed and delivered to Mortgagee the Assignment, wherein and whereby, among other things, Xxxxxxxxx has assigned to Mortgagee all of Grantor’s right, title and interest in addition to the payment of all rents, issues additional rent, impositions and profits other payments and any and all leases and charges required to be paid by Mortgagor under the rights of management pursuant to the provisions of the Mortgaged PremisesLease, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx agrees that it will duly Mortgagor will: (a) Diligently perform and observe all of the terms terms, covenants and provisions on conditions of the landlord’s part Lease required to be performed and observed by Mortgagor thereunder, to the end that all things shall be done which are necessary and appropriate to keep unimpaired Mortgagor’s rights under the Lease; (b) Promptly notify Mortgagee in writing of any and all leases default by any lessor or other party under the Lease in the performance or observance of any of the Mortgaged Premises and that it will refrain from terms, covenants or conditions on the part of such lessor or other party to be performed or observed thereunder; (c) Promptly (i) advise Mortgagee in writing of the giving of any action notice by any lessor, sublessor or inaction which would result any other party under the Lease to Mortgagor of any default by Xxxxxxxxx in the termination by the tenants thereunder performance or observance of any of the terms, covenants or conditions contained in the Lease on the part of Mortgagor to be performed or observed, and (ii) deliver to Mortgagee a true copy of each such leases notice; (d) At least sixty (60) days prior to the last day upon which Mortgagor may validly exercise any option to renew or extend the term of the Lease, give written notice to Mortgagee of Mortgagor’s intention to so exercise said option or not exercise all such renewal or extension options; it is expressly agreed that, in the event of Mortgagor’s failure to exercise any option to renew or extend the term of the Lease pursuant to the provisions hereof Mortgagee shall have, and is hereby granted, the irrevocable right to exercise any such option either in its own name and behalf or in the diminution name and behalf of a designee or nominee of Mortgagee or in the name and behalf of Xxxxxxxxx, as Mortgagee in its sole discretion shall determine; (e) Promptly notify Mortgagee in writing in the event of the value thereof initiation of any litigation or court proceedings with respect to the Lease, it being agreed that (i) Mortgagee shall have the right to enter such litigation or court proceedings to preserve its rights under this Mortgage at the expense of Mortgagor, and (ii) if, at the time such litigation or court proceedings shall be initiated, Mortgagor shall be in default in the performance or observance of any term, covenant, condition or other requirement hereof or of the rentsLease on the part of Mortgagor to be performed or observed, issuesMortgagee shall have and is hereby granted the sole and exclusive right to defend or prosecute, profits and revenues thereunder. Nothing as appropriate, the rights, obligations or duties of Mortgagor therein, provided that nothing herein contained shall be deemed to obligate impose any duty upon Mortgagee to perform enter in any such litigation or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor shall and does hereby agree to indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any lease of the Mortgaged Premises or by reason of the Assignmentcourt proceedings; and any and all such liability, loss or damage incurred and (f) Within 30 days after written demand by Mortgagee, together with use its best abilities to obtain from the costs and expenseslessor, including reasonable attorneys’ fees, incurred by Mortgagee in the defense of sublessor or any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgagee, nor will Mortgagor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of Mortgagee; provided, however, that Mortgagee’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant party under the terms Lease and furnish to Mortgagor an estoppel certificate of the Lease as hereinafter defined) without the consent of Mortgagorsuch party in form and content reasonably required by Mortgagee.

Lease Obligations. As further security for the indebtedness secured hereby, Xxxxxxxxx Grantor has, concurrently herewith, executed and delivered to Mortgagee the Beneficiary the Assignment, wherein and whereby, among other things, Xxxxxxxxx Grantor has assigned to Mortgagee the Beneficiary all of Grantor’s right, title and interest to the rents, issues and profits and any and all leases and the rights of management of the Mortgaged Premises, all as therein more specifically set forth, which Assignment is hereby incorporated herein by reference as fully and with the same effect as if set forth herein at length. Xxxxxxxxx Grantor agrees that it will duly perform and observe all of the terms and provisions on the landlord’s part to be performed and observed under any and all leases of the Mortgaged Premises and that it will refrain from any action or inaction which would result in the termination by the tenants thereunder of any such leases or in the diminution of the value thereof or of the rents, issues, profits and revenues thereunder. Nothing herein contained shall be deemed to obligate Mortgagee the Beneficiary to perform or discharge any obligation, duty or liability of landlord under any lease of the Mortgaged Premises, and Mortgagor Grantor shall and does hereby agree to indemnify and hold Mortgagee the Beneficiary harmless from any and all liability, loss or damage which Mortgagee the Beneficiary may or might incur under any lease of the Mortgaged Premises or by reason of the Assignment; and any and all such liability, loss or damage incurred by Mortgageethe Beneficiary, together with the costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee the Beneficiary in the defense of any claims or demands therefor (whether successful or not), shall be so much additional indebtedness hereby secured, and Xxxxxxxxx Grantor shall reimburse Mortgagee the Beneficiary therefor on demand, together with interest at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid. Mortgagor Grantor shall not lease or sublease any portion of the Mortgaged Premises without the prior written consent of Mortgageethe Beneficiary, nor will Mortgagor Grantor permit or enter into any sublease, assignment, modification, amendment or termination of any prior approved lease or sublease without the prior written consent of MortgageeBeneficiary; provided, however, that MortgageeBeneficiary’s consent will not be required for any assignments, subleases or other transfers that may be completed by Tenant Tenants under the terms of the Lease Leases (as hereinafter defined) without the consent of MortgagorGrantor.